Without limiting the foregoing, each of the representations and warranties by Seller set forth herein shall be deemed to be qualified in their entirety by the Specific Disclosure Matters in addition to any other qualifications of such representations and warranties.
Disclosure Materials has the meaning set forth in Section 3.1(h).
Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Purchaser in the 24 months prior to the date hereof with the relevant Securities Regulators pursuant to the requirements of Securities Laws and filed on SEDAR at xxx.xxxxx.xxx;
Parent Reports has the meaning set forth in Section 4.5(a).
Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.
SEC Filings has the meaning set forth in Section 4.6.
Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.
Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Additional Disclosure As defined in Section 3.18(a)(v).
Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;
Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.
Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.
Disclosed Litigation has the meaning specified in Section 3.01(b).
Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;
Disclosure Time means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.
disclosure period means the period commencing on 16 December 2008, being the date 12 months prior to the date of the posting of this document and ending on the disclosure date;
Public Disclosure means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Company Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.
Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.